If a debtor is a “registered organization” (as defined under the Uniform Commercial Code (UCC)), we agree that a Certificate of Good Standing is not sufficient to verify the name of a debtor to be used on a UCC-1 Financing Statement. However, as noted below, not all businesses are “registered organizations.”

Under the 2010 UCC amendments, a financing statement must list a registered organization’s name as it appears “on the public organic record most recently filed with or issued or enacted by the registered organization’s jurisdiction of organization which purports to state, amend, or restate the registered organization’s name.” 810 ILCS 5/9-503(a)(1). The UCC defines “public organic record” as a publicly available record that was initially filed with a state to form or organize the organization. The term also includes any records that amend or restate the initial record. 810 ILCS 5/9-102(a)(68). The UCC Official Comments state that a Certificate of Good Standing is not a “public organic record,” because that is not a document that causes an organization to be formed or organized. Official Comment to § 9-102, ¶ 11. Similarly, the Secretary of State’s online database of business names is not a “public organic record,” for the same reason; as pointed out in the Official Comments, the publication of an index of domestic corporations does not form or organize the corporations named in the index. Official Comment to § 9-102, ¶ 11.

As noted above, the requirement to verify an organization’s name with a public organic record applies only to businesses that are “registered organizations,” which are formed by the filing of a public organic record — examples include a corporation, limited liability company, or limited partnership. 810 ILCS 5/9-102(a)(71). The term does not include unregistered organizations, such as sole proprietorships or general partnerships (neither of which are required to file documents with a state office in order to be organized). Official Comment to § 9-102, ¶ 11. For organizations that are not registered organizations, the name of the debtor should be its “organizational name,” or, if it does not have a name, the names of its partners, members, associates, or other persons who comprise the organization. 810 ILCS 5/9-503(a)(6).